SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lord Robert

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2013

3. Issuer Name and Ticker or Trading Symbol
AOL Inc. [ AOL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CEO of AOL Networks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $0.01	26,385⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	08/01/2013⁽²⁾	07/31/2023	Common Stock, Par Value $0.01	69,060⁽³⁾	$37.9	D
Performance Rights	⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $0.01	26,385	$0	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the AOL Inc. (the "Company") 2010 Stock Incentive Plan, as amended and restated (the "Plan"). Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on August 1, 2015, and the remaining one half will vest in two equal installments on August 1, 2016 and August 1, 2017. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

2. The option becomes exercisable over a four year period. Subject to the Reporting Person's continuous employment on each vesting date, one quarter of the shares subject to the option will vest and become exercisable on August 1, 2014, and the remaining shares subject to the option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

3. Represents shares subject to a stock option granted pursuant to the Plan.

4. Each performance right represents a contingent right to receive one share of Company common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2013 and ending December 31, 2015 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

Remarks:

Exhibit List Exhibit 99 - Confirming Statement

	/s/ Uche Ndumele as authorized signtory for Robert Lord	08/19/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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